§3013 — Title 12 Banks and Banking | U.S. Code

Summary

Creates a 15-member Board to run the Bank. Each member serves a 3-year term and may stay on until a successor is ready. The President picks 3 members (one small‑business owner who makes or sells goods, one federal agency officer, and one experienced person from low‑income cooperatives). The other 12 are chosen by holders of class B and C stock under the Bank’s bylaws. Presidential appointees can be removed for cause by the President. On the day after the Final Government Equity Redemption Date, most presidential appointees must resign, except the small‑business member and one designated federal officer. Appointed members may join Board committees, but no committee can have more than one of those appointees. Shareholder elections follow the bylaws and nominations come from five coop types (housing, consumer goods, low‑income, consumer services, and other eligible coops). When there are three or more shareholder directors, at least one must represent housing, one low‑income, and one consumer goods/services. Nominees need at least three years’ experience in the coop type they would represent, and no coop class can have more than three directors. No director may serve more than two full consecutive 3‑year terms. Bank officers cannot be directors. The Board picks a chair and vice chair each year and may name a nonmember secretary. The Board sets Bank policy, directs management, and meets at least quarterly in meetings that are open to eligible coops as observers, with rules for notice and agenda; the chair, by majority vote, can move into a private session for sensitive matters. Federal agency appointees get no extra pay. The small‑business and low‑income coop appointees are paid at the daily equivalent of the GS‑18 rate (section 5332, title 5) and get travel and per diem like intermittent government workers (section 5703(b), title 5). Elected members are paid as the bylaws say. All pay and expenses come from the Bank.

Title 12, §3013

Banks and Banking — Source: USLM XML via OLRC

(a)The Bank shall be governed by a Board of Directors (hereinafter in this chapter referred to as the “Board”) which shall consist of 15 members. All members shall serve for a term of 3 years. After the expiration of the term of any member, such member may continue to serve until his successor has been elected or has been appointed and qualified. Any member appointed by the President may be removed for cause by the President.

(b)(1)The President shall appoint, by and with the advice and consent of the Senate—

(A)one member who shall be selected from among proprietors of small business concerns, as defined under section 632 of title 15, which are manufacturers or retailers;

(B)one member who shall be selected from among the officers of the agencies and departments of the United States; and

(C)one member who shall be selected from among persons having extensive experience in the cooperative field representing low-income cooperatives eligible to borrow from the Bank.

(2)Twelve members of the Board shall be elected by the holders of class B stock and class C stock in accordance with the provisions of subsection (d) and the bylaws of the Bank.

(c)(1)On the day after the Final Government Equity Redemption Date, all members of the Board of Directors of the Bank who were appointed by the President shall resign, except that—

(A)the member who shall have been appointed by the President from among proprietors of small business concerns, and

(B)one member who shall be designated by the President and who shall have been appointed by the President from among the officers and employees of the agencies and departments of the United States Government,

(2)Any member of the Board of Directors of the Bank who was elected by the holders of class B or class C stock before the Final Government Equity Redemption Date shall serve the remainder of the term for which such member was elected.

(3)Any member appointed pursuant to subsection (b)(1) shall be entitled to sit on any committee of the Board, but not more than one member so appointed may sit on any one committee.

(d)(1)All elections of members of the Board by the holders of class B stock and class C stock shall be conducted in accordance with the bylaws of the Bank. Such bylaws shall conform to the requirements of this section. Nominations for such elections shall be made by the following classes of cooperatives: (A) housing, (B) consumer goods, (C) low-income cooperatives, (D) consumer services, and (E) all other eligible cooperatives.

(2)(A)Vacant shareholder directorships shall be filled so that at any time when there are three or more shareholder directors on the Board, there shall be at least one director representing each of the following classes of cooperatives: (i) housing cooperatives, (ii) low-income cooperatives, and (iii) consumer goods and services cooperatives.

(B)Each nominee for a shareholder directorship of a particular class shall have at least three years experience as a director or senior officer in the class of cooperatives to be represented.

(C)No one class of cooperatives specified in paragraph (1) shall be represented on the Board by more than three directors.

(e)No director shall be eligible to be elected for more than two consecutive full three-year terms. No officer of the Bank shall be eligible to serve simultaneously as a director on the Board of the Bank. The Bank shall give adequate advance notice to all voting stockholders of nominees and of the procedures for nominating other candidates. Each voting stockholder shall make the information required in this paragraph available to its members.

(f)The Board shall annually elect from among its members a chairman and vice chairman and select a secretary who need not be a member. The Board shall establish the policies of the Bank governing its funding, lending, and other financial and technical assistance, and shall direct the management of the Bank.

(g)The Board shall meet at least quarterly. Its meeting shall be open to members or representatives of all eligible cooperatives and other eligible organizations, as observers only, and to persons or representatives of groups who identify their interest in the Bank and who are invited to attend a meeting, subject to such rules as the Board may establish for the conduct of such meetings. Those rules shall include the manner of giving notice of meetings, the procedure for the conduct of meetings, the manner of submitting topics for the agenda, the allocation of time of presentations, and debate. The chairman, when sustained by the majority of the Board present, may adjourn the open meeting into an executive session on motion of the chairman, any Board member, or at the request of any applicant, borrower, officer, or employee when the matter under discussion involves an application, a loan, a personnel action, or other matter which might tend to impinge on the right of privacy of any person.

(h)Members of the Board appointed by the President from among the officers of the agencies and departments of the United States Government shall not receive any additional compensation by virtue of their service on the Board. The member of the Board appointed from among proprietors of small business and the member of the Board appointed pursuant to subsection (b)(1)(C) shall (1) receive compensation at a rate equal to the daily equivalent of the rate prescribed for grade GS–18 under section 5332 of title 5 for each day that they are engaged in the performance of their duties on the Board, and (2) be allowed travel expenses, including per diem in lieu of subsistence, in the same manner as persons employed intermittently in the Government service are allowed expenses under section 5703(b) 11 See References in Text note below. of title 5 for each day that they are away from their homes or regular places of business in the performance of their duties on the Board. The members of the Board who are elected by the holders of class B stock and class C stock shall be compensated in accordance with the bylaws of the Bank. All compensation and expenses paid to the members of the Board of Directors shall be paid by the Bank.

Notes & Related Subsidiaries

Editorial Notes

References in Text

Section 5703 of title 5, referred to in subsec. (h), was amended generally by Pub. L. 94–22, § 4, May 19, 1975, 89 Stat. 85, and, as so amended, does not contain a subsec. (b).

Amendments

1981—Subsec. (a). Pub. L. 97–35, § 393(a), substituted provisions relating to composition, term of office, and removal by the President, for provisions relating to composition, appointment, eligibility, removal, and vacancies. Subsec. (b). Pub. L. 97–35, § 393(a), substituted provisions relating to appointment by the President, and election by the stockholders, for provisions relating to resignation and termination of terms of Presidential appointees, shareholder directorships, resignation of remaining Presidential appointees on Final Government Equity Redemption Date, and continuation of Presidential appointment power. Subsec. (c). Pub. L. 97–35, § 393(a), substituted provisions relating to resignations, continuances, completion of term, and committee representation, for provisions relating to nominating criteria for appointment or election, and representational limitations. Subsec. (d). Pub. L. 97–35, § 393(a), substituted provisions relating to nominations by cooperative classes, vacancies, and representational requirements for elections, for provisions relating to rules governing election of successors to resigned Presidential appointees and successors to shareholder directors. Subsec. (h). Pub. L. 97–35, § 393(b), inserted provisions relating to compensation of members elected by holders of class B and C stock, and provisions relating to payment of compensation and expenses by the Bank, and substituted provisions relating to members appointed under subsec. (b)(1)(C) of this section, for provisions relating to Final Government Equity Redemption Date, and members elected by holders of class B and C stock. 1979—Subsec. (a). Pub. L. 96–149, § 1(a), inserted provisions respecting appointment of a member from among proprietors of small business concerns, and substituted “fifteen” for “thirteen”, “eight” for “seven”, and “this section” for “this section 104”, which for purposes of codification had been editorially translated as “section 3014 of this title”. Subsec. (b). Pub. L. 96–149, § 1(b), substituted provisions respecting criteria for resignations of initial two additional Board members and the additional Board member, for provisions respecting criteria for resignation of an additional Board member, and substituted “Five of the” for “Five”. Subsec. (d). Pub. L. 96–149, § 1(c), substituted “five of the” for “all five”. Subsec. (h). Pub. L. 96–149, § 1(d), inserted provisions relating to Board member appointed from among proprietors of small businesses.

Statutory Notes and Related Subsidiaries

Effective Date

of 1981 Amendment Pub. L. 97–35, title III, § 393(c), Aug. 13, 1981, 95 Stat. 436, provided that: “The

Amendments

made by subsections (a) and (b) [amending this section] shall take effect on the day after the Final Government Equity Redemption Date [Dec. 31, 1981].” For definition of “Final Government Equity Redemption Date”, see section 396(a) of Pub. L. 97–35, set out as a note under section 3012 of this title. References in Other Laws to GS–16, 17, or 18 Pay RatesReferences in laws to the rates of pay for GS–16, 17, or 18, or to maximum rates of pay under the General Schedule, to be considered references to rates payable under specified sections of Title 5, Government Organization and Employees, see section 529 [title I, § 101(c)(1)] of Pub. L. 101–509, set out in a note under section 5376 of Title 5.

§3013 Board of Directors

Summary

Title 12, §3013

Notes & Related Subsidiaries

Editorial Notes

References in Text

Amendments

Statutory Notes and Related Subsidiaries

Effective Date

Amendments

Citations & Metadata